My Little Pony: The Neigh of Cthulhu
by CoreyW
Summary: Friendship is Magic meets H.P. Lovecraft. The Great and Powerful Trixie stumbles upon the Necronomicon. Now the dead are walking and the city R'lyeh is rising. Can Trixie and all of Ponyville defend against nameless horrors from beyond their world?
1. Chapter 1: My Little Necronomicon

My Little Pony: The Neigh of Cthulhu

Chapter One: My Little Necronomicon

It was after midnight in Equestria, and everypony in Canterlot was fast asleep under Princess Luna's beautiful night ... that is, except for one.

High above the tallest towers, a lone dark cloud slowly crawled towards the center of Canterlot. No one would suspect that, lying down in its fluff was a dark-blue unicorn with an elegant silver mane. She wore a cape and wizards hat decorated with stars that blended perfectly in the night sky. It was none other than the Great and Powerful Trixie.

Or at least that's what everypony used to call her. She used to be the jewel of all Equestria (even if some ponies were too ignorant to realize it). But then she _had_ to go to Ponyville and have a bunch of know-nothing hecklers scoff at her magnificent performance. Not only that, but some hapless nitwits released an Ursa Minor in town, just so she could humiliate herself when she failed to vanquish it, giving that purple unicorn (whatever her name was) all the glory. The fact Trixie _may_ have stretched the truth a tiny bit and said she had defeated a full grown Ursa Major before and saved Hoofington from certain destruction was purely incidental. The shame of it forced Trixie to leave town like a fool.

She glared resentfully down at the streets below. Those country bumpkins were probably still laughing about it, all these months later. Just thinking about it made her blood boil.

"How dare they mock _me_? The Great and Powerful Trixie!" She shouted, only to quickly cover her mouth when she remembered she was trying to be stealthy. She listened for any sign she had been heard, but there was only silence.

"Well, they'll all see," she said much quieter. "There is nothing Trixie the Great can't do. I just need to learn a few new tricks and they'll all come crawling back, just begging to see Trixie."

Princess Celestia's library in Canterlot was the largest in all of Equestria. There were many books on magic which everypony was welcome to study. But Trixie didn't want to learn common parlor tricks; she wanted to astound and amaze. Trixie had to find spells no one had ever seen before and put on a show in Ponyville they'd talk about for centuries. She needed something that would drop every jaw in the audience and really stick it to everyone who doubted her. When she was through, they would _beg_ for forgiveness, and the Magnanimous Trixie would give it after they had groveled enough.

But, to do that, Trixie needed something special.

Not all parts of the library were open to everypony. There were restricted sections only accessible to Princess Celestia's inner circle. Nopony knew exactly what was in them, but there were always rumors. Ancient tomes of forgotten magic, maps to powerful artifacts that bent time and space, Princess Celestia's personal spell book ... anything like that would be enough to give that backwards town a _real_ show.

The cloud soared over the city and finally settled near the balcony of the library. Trixie took one last look around for guards and, hesitantly, hopped off her platform as it puffed out of existence.

Trixie clomped as softly as possible along the hard, cobblestone floor. Even in the dark, she could see the full bookshelves along every wall. The musty smell of paper wafted in the air. Trixie concentrated, forcing her horn to glow like a bright white lantern to light the way.

"Let's see," said Trixie. "Restricted section ... restricted section ..." It didn't take much time for Trixie to find it. Despite Trixie expecting to hunt every corner of the library for a hidden passage, she came across a metal door clearly marked with a sign reading "Restricted Area: Employees and Royal Business Only." Trixie tried to nudge it open, only to find it locked.

Trixie snorted and rolled her eyes.

"Oh dear," she said in mock despair. "_However_ will I enter?" Trixie smirked as her horn radiated brightly.

There was a dull creak, but the door did not budge.

Trixie glared. It must have been magic resistant. No matter. Nothing gets in Trixie's way. Trixie closed her eyes and focused harder, brightening the entire hall with white light, but to no avail. She let out a strained neigh as her horn dimmed.

Trixie thought for a moment then, drawing all her strength, she twisted around and kicked the steel gate with her hind legs. There was a dull tink as it finally cracked open. Trixie took a deep breath as she squeezed through, ignoring the sweat dripping down her mane.

"Piece ... of cake," she muttered.

The inside of the Restricted Section was not as extravagant or mysterious as Trixie imagined. It was nothing but a small, dank room with three dusty bookcases made from rotted wood. First a mundane entrance and now this, Trixie thought. Didn't any pony in this city have any sense of spectacle?

Still, after all that trouble she went through, the books had to be worth reading. Trixie galloped over and immediately pulled the old hardbacks from the shelf with her telekinesis. She squinted to read their titles in the dim light.

"'Advanced Guide to Pony Medicine,' no." Trixie threw the book aside. "'The Binding of Tirek,' no!" Trixie threw another. "'Histories of the Dark Centaur War,' no! Ugh, nothing interesting!"

Trixie desperately tore through the entire room, but to her disbelief, nothing in there was related to magic at all. It was all boring histories and other garbage!

"This is impossible!" she said, as she dug through the backs of the shelves and threw books aside with her teeth. "There has to be something here! Anything!"

Finally, Trixie saw something, tucked away in the back of the bookcase, she saw a book hidden in the shadows and covered with cobwebs. The scent around it was strange, like meat left in the sun too long. It had an unusual air around it that instantly caught her eye, though she was not sure why. She pulled it down and laid it on the ground. When she put her hoof on it, it went numb.

"Hmm! Interesting!"

Even under the faint light, she could tell this was different from all the other books. It was bound in an odd, blackish-colored cloth. The words "Necronomicon" were on the cover in reddish type, surrounded by images of round, apelike faces glaring up at Trixie. Their mouths were gaped open as if they were screaming. Normally, Trixie might have been frightened by something like that, but surprisingly she wasn't intimidated. Somehow, it felt alluring, like it simply oozed magic.

"Well, well!" said Trixie. "Finally something useful."

Trixie flipped it open. For a moment, the text just looked like jumbled squiggles, but after she blinked, she was able to see it was normal writing. She must have been tired from reading in the dark too long.

On the first page was nothing but a two-line couplet.

"'That which is not dead can eternal lie,'" read Trixie aloud. "'And with strange aeons, even death may die.'" Trixie rolled her eyes. "Whatever that means."

Trixie quickly leafed through the book.

"Let's see, 'Mi-Go of Yuggoth,' 'sunken depths of R'lyeh,' something something 'Yog-Sothoth.' Bunch of other made up words ..." Trixie angrily skimmed through. "Come on, where's the good stuff?"

Finally, Trixie upon a page that seemed promising. Even though the letters were in Equestrian, the words were gibberish.

"Here we go! If that's not a magic incantation, I don't know what is." Trixie laughed. "As if there was anything the Great and Powerful Trixie _doesn't_ know."

Trixie looked for a description of the spell, but could find none. Trixie frowned. She knew better than to cast magic without knowing its effect. It was dangerous and stupid and ...

And somehow, the words were at the tip of her tongue. It was like they were begging her, taunting her, wanting her to read them. She felt the spell dance through her head, filling her with energy. She shouted the nonsensical phrase before she had a chance to stop herself.

"_Ph'nglui mglw'nafh Cthulhu R'lyeh wgah'nagl fhtagn_!" Her voice sounded bizarre to her own ears as it echoed down the hall. She shook her head, feeling dazed. She hadn't meant to do that ... had she? She twisted around the room, waiting to see what would happen. She waited in silence, but after all that, nothing happened.

Trixie paused, realizing her entire plan was useless now. She gritted her teeth in fury.

"Oh, I cannot believe this!" she said. "What a jip!" She stomped down on the cobblestone.

The instant she did, the pages of the Necronomicon began to move on their own. Trixie grinned.

"Alright! Now that's what the Great and Powerful Trixie is _talking about_!"

The pages turned faster as if blown by an unseen wind. Black sparks spewed from inside the tome. Trixie took a step back.

"Um ..."

Trixie suddenly realized the air was getting thicker. The Necronomicon began to shake on its own as lightning snared along the floor. Trixie bumped against the wall as a loud rumble filled the area.

"Oh dear."

There was a loud crack as a thunderbolt flew from the book and struck Trixie's horn. A violent jolt ran through her and her vision went white. She heard herself jabber as blinding heat burned into her skull.

A dark burst of energy shot from her head and down the hall, blasting her body backwards. Her hat fell at her side, scorched by the black magic.

After a terrifying moment thinking she was paralyzed, Trixie looked up. Her vision returned and she was shocked to see the Necronomicon floating in midair, shooting lightning at the walls and sending bits of stone everywhere. Trixie tried to close the book magically, but couldn't. She felt more resistance from it than she did from the door.

A bolt struck the bookcase, smashing it into jagged wooden chips in an instant. Just being near the book made Trixie's fur stand on end.

She felt terrified. There was nothing she could do now. If she got too close, she feared a thunderbolt would kill her.

Trixie charged from the restricted section, scooping her hat up as she fled. She galloped full tilt back up the stairs. She finally reached the balcony and, without hesitation, leapt off it.

"Come on! Come on!" she shouted as she fell. Her horn finally shimmered and formed a puffy cloud right underneat her. It took off quickly above the city. Even as she sped away, she still heard thunder. She glanced down at Canterlot to see lights flicker on. It was only a matter of time until somepony found the source of the commotion.

"Oh pony, this is not good!" said Trixie. She needed to get as far away as possible. If Princess Celestia found out she had snuck into the restricted section and ended up wrecking the whole library, Trixie could end up thrown into a dungeon or worse!

And then there was that awful book. She had never seen a spell like that before. How could she have been so stupid? That dark energy that sprung up could've been anything. What possessed her to say that incantation in the first place?

"M-maybe it's nothing. Maybe that spell just shoots lightning and it'll just top on its own, and no one will-" Suddenly, Trixie's eyes glazed over and she spoke with an odd inflection. "_His sunken tomb will rise, and all will sing to his dread song_."

Trixie clamped her hooves over her mouth. She hadn't meant to say that. She didn't even understand it. What had happened to her?

For the first time in a long time, Trixie remained absolutely silent as she flew into the night.

* * *

><p>Not far outside Ponyville, in the fog shrouded graveyard most ponies dared not tread, a black bolt of lightning struck one of the many tombstones, followed by the crunch of the crunch of the hard earth shaking. The soil underneath the stones began to shift.<p>

If anypony was around, they would have heard low moans coming from underneath the ground.

* * *

><p>Not far from Canterlot, a ball of energy rocketed into the Equestrian Sea. Where it crashed, large bubbles began to rise to the surface. The calm waves suddenly became tumultuous as strange spires rose up from the ocean depths ...<p> 


	2. Chapter 2: Twilight of the Dead

Chapter Two: Twilight of the Dead

It was only an hour or so past dawn in Ponyville, but Twilight Sparkle was already up, pacing across the living room of her large treehouse. She had always been an early riser. After all, a pupil of Princess Celestia couldn't afford to sleep in when there was so much to do. At the moments, she was busy dictating her latest letter to her mentor.

"'In closing,'" said Twilight, "'I learned it's important that friends trust each other. In the end, true friendship is a bond that can never be broken.' Are you getting all this, Spike?"

Spike wrote at his desk with his eyes half shut. Even though Twilight was a morning person, she couldn't say the same for her companion.

"Spike!" she said.

He gave a quiet yawn.

"Yeah, yeah. Friendship and ... friendship." His head drooped down and bumped the desk, instantly making him bolt upright again "_I'm up_! Um, yeah, I got it."

"Come on Spike, try to focus." Twilight cleared her throat, then added, "And don't just make up things to write like last time."

Spike chuckled. "Oh yeah. The Princess thought it was pretty funny though."

Twilight sighed. "I'll just start again. 'Dear Princess Celestia...'"

Before she could finish, a flaming belch erupted from Spike's mouth. A wisp of green smoke whirled and formed in Spike's hand. He coughed.

"Looks like the Princess had something to tell you too," he said.

"Really?" Her horn shined as the scroll floated towards her and unfurled.

"'Dear Twilight,'" she read excitedly. "'I'm afraid that I have ... dire news for you'?" She frowned. "What?"

"Wait, what's it say?"

Twilight read the rest silently, her face paling. She instantly tossed the scroll aside and rushed past Spike up the stairs, nearly knocking him over. She went to the roof, upon which she had a small pavilion for her telescope. She wiped the lens with her hoof and looked through.

"Twilight, what's going on?" asked Spike.

Twilight didn't respond. She moved the scope until she could see the outskirts of Ponyville. Just as she feared, there was large mass of black clouds on the horizon. Marching under the oncoming storm was a gigantic group of ponies. Even from this distance, she could tell they were not normal. They had no manes, fur, or skin of any kind. They were only bare skeletons. Their faces were only pale skulls with empty eye sockets and jagged teeth.

"Oh, pony," muttered Twilight.

"What? _What_?" asked Spike.

"Spike, I need you to go to the mayor and tell her to alert everypony to stay indoors. Then get all of our friends here as fast as you can!"

"Why?" He put his hand on his hip. "Can you tell me already?"

"Look!"

Twilight moved. Spike walked up to the eyepiece.

"Okay," he said spying through the lens. "But I still don't see why you're acting so- _ZOMBIES_!" Spike leapt back with a horrified grimace.

"Just hurry!"

Spike was already halfway down the stairs before she even finished her sentence. Twilight stared back out at the black storm front closing in ever closer. The clouds, and the army, were heading straight for Ponyville.

Twilight knew the others would be counting on her to come up with a plan. She knew she had to be confident, but she couldn't help but feel worried.

_I hope I figure out what to do_, she thought.

* * *

><p>"Alright Trixie, let's try again with that alibi," said Trixie with a disheveled mane and bags under her eyes from spending the whole night flying. Her cloud chugged across the sky like a broken tugboat, barely held together by Trixie's magic. She talked to herself out loud, clearly suffering from stress and overexertion. "If anyone asks, Trixie will just say she was in Manehattan performing when the entire town was attacked by a giant, er, crab! There we go! Those exist, right?" Trixie gave a nervous giggle. "Of course they do. And if they don't, I'll just say I discovered it because I'm amazing."<p>

"So the Great and Powerful Trixie saved the entire town, then there was a big party to celebrate." She smacked her forehead. "No, that's ridiculous. Er ... a parade. Yeah, that's good!"

"But wait, what if the Princess asks someone in Manehattan? Trixie will have to say she erased their memories. To protect them from the trauma of it all. Crab trauma. So that no one will ever know what happened, but Trixie is fine with that because she's _that_ heroic and cool! So Trixie couldn't have cast a spell that destroyed the library because she was too busy erasing minds and fighting sea creatures!" She nodded. "Yes, it's perfect! Solid! Magnificent! Who would argue with that?"

Trixie's face twitched, then she buried her head in fluff.

"I'm so going to prison," she muttered sadly.

Trixie stuck her head over the edge of her platform. Sweat poured beautiful silvery mane. Sustaining a spell for this long was exhausting, even for the Great and Powerful Trixie. If she didn't stop now, she'd pass out, a very bad thing to do a mile above ground.

Trixie searched below for any recognizable landmark, but she could only see a bunch of trees. No cities, no houses, no anything. She must have gone all the way out in the boonies again.

Trixie glanced back the way she came. She still saw no one behind her. She must have looked back a hundred times all night, terrified that pegasus knights were chasing her. She let out a sigh of relief.

"Why am I doing this?" said Trixie. "Acting so paranoid? For all I know, that stupid book has stopped by now and nobody noticed anything was wrong. Trixie needs to get a grip. Everything's probably fine."

Trixie smiled, more sure of herself than she had felt all night. She just needed to find a good place to rest and she'd be back to her old self again. She turned forward and-

_She turned forward to see the sky had blackened. The grass and trees turned to dust. The fowl stench of mildew settled in the air. It was suddenly freezing, colder than the harshest winter. Trixie could almost feel her sweat crystalize against her fur._

_There was no sun anymore. It was replaced by a great green, lidless eye, framed against a thousand writing tentacles that scratched and flailed. It's pupil was slitted like that of a cat or a snake. It's gaze pierced through her, reading her every thought. She could feel it pulling her into it like a black hole. If she let it, she knew it would suck her in and send her into nothingness. Her head was glued in place, staring into oblivion-_

Trixie blinked, and the sky was blue again. The creature was gone. She breathed heavily, her knees still shaking.

_W-What was that?_ thought Trixie. _I- I'm just seeing things. That's all. It's nothing. It's nothing!_

The vision had unsettled her so that she hadn't realized that her cloud was accelerating downward at tremendous speed. Trixie gasped. How could she have lost her focus so carelessly?

She concentrated and pulled against the cloud with her telekinesis. She was able to tilt its path up, but she found she could not slow down. Trixie tried to steer it, but she couldn't even do that. It rushed forward like a freight train and there was nothing she could do to stop.

All Trixie could do was scream as she shot through the air, careening out of control.

* * *

><p>"So that's about it," said Twilight after explaining everything to her friends. "Undead ponies are popping up all over Equestria and a bunch of them are headed right for Ponyville. I've tried doing research, but nothing in my books say anything about walking skeletons. So all we can do is just put our heads together and work with what we have."<p>

Twilight was silent as she stared at her silent friends. Fluttershy hid behind her bangs and shifted her hoof nervously along the floor. Rarity and Applejack glanced uneasily at each other. Only Pinkie Pie and Rainbow Dash seemed to be taking it well. Pinkie Pie wore an unfaltering smile like always, while Rainbow Dash radiated with determination, fearless.

"So ... any ideas?" said Twilight.

"What's there to talk about?" said Rainbow Dash. She floated off the ground and pointed up dramatically. "I'm not going to waste any time. I'm going to attack them head on!"

Rainbow Dash tried to zip out the door, only to have Applejack bite her tail and trip her down to the ground.

"Hold on there, sugarcube," she said. "We can't be rushing into things."

"Applejack's right," said Twilight. "We can't just jump the gun and attack a whole army head on."

"Maybe you can't, but I can," said Rainbow Dash.

"Besides," Twilight continued as if Dash had said nothing, "according to the Princess, none of the undead have been hostile yet."

"_Haven't been hostile_?" Rainbow Dash flapped her wings to hover in place. "They're _zombies_! Just _being_ a zombie is pretty hostile to me! If we can't fight, what are we supposed to do? Have Fluttershy be polite at them?"

"Um ..." whispered Fluttershy. "I- I don't really like that plan."

"Ooh ooh," said Pinkie Pie, suddenly brightening up and speaking a hundred miles per hour. "I've got a plan! We could throw a party! Everypony loves parties! I've never met a zombie pony, but they're still ponies, so they should still love parties. We won't have anything to worry about then, no pony is sad or spooky at parties. Well most ponies anyway!" She bounced up and down. "Come on, we should do it! I'll get the streamers and the cake! Do you think those ponies eat cake?"

Rainbow Dash palmed her face with one hoof. "Pinkie Pie, we're not talking about ponies here, we're talking about zombies. And zombies don't care about parties. Unless it's a brains-eating party, I don't think they'll be interested."

"Ooooooh." Pinkie Pie thought for a moment. "I don't think I'd want to throw one of those."

Rainbow Dash groaned.

"Listen," said Twilight. "The Princess said she's trying to find the source of the army as we speak. This might all be over before we know it. We just need a plan to be on the safe side."

"Ahem," chimed in Rarity. "Well, I think that's very sensible of you, Twilight. We have everypony in Ponyville to think about." Rarity glanced over at Rainbow Dash. "We can't charge in and put them all at risk carelessly."

Twilight was about to agree, but was interrupted by a loud metal clank from the kitchen.

"Don't worry, Rarity. I got it all under control." Spike emerged from the doorway with a determined look on his face. He held a large saucepot in one hand and a metal soup ladle in the other.

"I'll go out there and handle that army by myself," he said, raising his ladle like a sword and donning the pot like a helmet. "No offence ladies, but this sort of thing is a _man's_ job."

All the ponies stared at Spike for a moment, before Pinkie Pie finally let out a loud "_Squee_!"

Spike quirked his eyebrow as Pinkie Pie hopped over to him.

"Awww, that's the cutest thing _ever_," said Pinkie Pie. Spike gritted his teeth as Pinkie Pie grinned.

"I am not cute!" he said.

"Oooh, yes you are!"

"I am not. I'm being serious here!" He pointed his "weapon" at Fluttershy, who was giggling softly to herself. "Hey, stop that!"

"Sorry Spike," said Fluttershy with a blush. "But that pot is pretty adorable on you."

"Hey, lay off," said Rainbow Dash swooping over to Spike. "So far little man here is the only one making any kind of sense!" She raised her hoof. "Up top!"

Spike jumped up to give Rainbow Dash a high five, only to have his helmet fall off and clatter to the floor. Dash failed to keep herself from smirking, while Spike shot a glare at her.

"While I think it's good that Spike is prepared," said Twilight, "I think we should hold down the fort like everypony else until they give us a reason not to. I'm sure the Princess will figure out what's causing this and it'll all blow over in no time."

"Lame," said Rainbow Dash, rolling her eyes.

"Yeah," said Spike. "I was ready to go."

"I must say, Spike, I'm impressed by your bravery." Twilight smiled. "I mean, you seemed pretty spooked earlier."

"Spooked? Me? No!" protested Spike as he glanced over at Rarity. He puffed out his chest in a ridiculous attempt to show off. Twilight sighed. Typical Spike. Even now all he cares about it is impressing her.

"I'm not scared of nothing," Spike said. "All that screaming I did, I was just ... er ... practicing my war cry." He took a deep breath and let out the least intimidating scream Twilight had ever heard.

Before Twilight could say anything, they heard another shout from far away, one much more distressed than Spike's.

"Oooh, that's a good war cry," said Pinkie Pie. "It's all echoey and everything. Neat! Can I have a war cry too? Let me try!" Pinkie Pie took a deep breath, but Twilight interrupted.

"That wasn't an echo," said Twilight. Twilight looked out the window. She squinted and saw a tiny white light rushing at them at tremendous speed.

"HIT THE DECK!"

"IT'S ZOMBIES!" said Spike, diving downward.

Everypony ducked. There was a loud crash as something burst through the window and slammed against the other side of the house. They all looked up to see a familiar blue unicorn had crashed against a bookcase, burying most her body under a dozen heavy tomes.

"What the hay?" said Applejack.

The blue unicorn stirred underneath the books, shakily standing upright. Her wizard hat was crumpled at her side.

"What is the meaning of all this?" demanded Rarity.

Twilight blinked as soon as she recognized the unicorn.

"Trixie?" she said.

Trixie said nothing at first. She barely had the energy stand, let alone talk. Finally, she rose her hooves above her head.

"Ta ... da ..." said Trixie as she collapsed back in the book pile.

Twilight rushed over to her.

_First undead ponies and now this_, thought Twilight as she stood over Trixie. _What's going on?_


	3. Chapter 3: Celestia and the Sunken City

Chapter Three: Celestia and the Sunken City

Princess Celestia stood on the cliff-face overlooking the ocean. Her multicolored mane flowed in the harsh wind as she stared at the black thunderclouds swirling overhead and the jagged spires that had risen in their shadow. They stood like monoliths against the crashing waves. At their center was a sickly green tower stretching to the stormy sky with two great stone doors running its length. Celestia felt an ominious prescience behind the gates, something ancient and fowl ...

"Sis ..."

Celestia turned to see her dear sister, Princess Luna, lying down on the rocks. In front of her was the strange book they found in the library, the source of the unnatural power Celestia had sensed late last night.

"Yes, my sister?" said Celestia.

Luna turned the pages with her dark purple horn. All the pages were blank.

"I don't understand," she said. "How can this book be magic if nothing's in it?"

"I suspect it was not always like that," Celestia said. "Its power was strong enough last night to terrorize the library, but now I feel nothing from it. The magic of the book must have gone somewhere else, along with its writing. It has to be the cause of the storms and the undead." Celestia glanced back at the dark city rising from the depths. "Not to mention that."

"Can't we just undo the spell?"

Celestia sighed. "I wish I could. But this type of magic is unknown to me. No pony wrote that book. It must have been placed there by something from another world. I cannot undo it if I can't decipher the spell's full nature." Celestia paused. "Luna?"

"Yes?"

"I'm ... not sure what to do."

Celestia fell silent, then she felt Luna nuzzle her nose against her side.

"Don't worry, Big Sis," Luna said. "We can figure this out. We can do anything together."

Celestia smiled.

"Of course, my sister. Thank you for reminding me."

Luna grinned back.

"One thing is for sure," said Celestia. "That city has something to do with it. It's not of Equestrian origin either. Perhaps if we seal the city away, it will stop the undead before they have a chance to act. Or at least give us time to figure this out."

"But Sis ... what's inside the tower that could be so bad?"

Celestia felt a prickle on the back of her neck as she glanced back at the tower doors. She could still sense the unearthly prescience waiting in the sunken fortress.

"I'm not certain I want to find out."

* * *

><p>Trixie came to staring up at an unfamiliar ceiling, her head throbbing. She only saw tree bark and ... bookshelves? Where was she?<p>

What had even _happened_? Her memories were bits and pieces. She remembered flying away from ... somewhere. Then there was falling ... oh, and crashing. Yes, she definitely recalled the crashing part. But everything else was hazy like a half-forgotten dream.

Trixie heard voices, each word feeling like it raked against her brain.

"What in tarnation do you suppose _that_ was?"

"I dunno, but it sure looked like falling had something to do with it."

"Y'all know that's not what I meant, Dash."

"Well how am I supposed to know? She was probably running away from those things!"

Trixie groaned as she attempted to move. The ponies speaking sounded so familiar ...

A new voice sprang up. It sounded more calm and reasoned than the others. Trixie had definitely heard that one somewhere before.

"Wait, I think she's coming to. Give her some room. She might still be in shock."

Trixie finally managed to sit up. She blinked to adjust her eyes, but all she could make out was a group of five colored blobs watching her, as well as one small blob that looked like it had a pot on its head.

Suddenly, a frighteningly large pink abomination popped up in front of her.

"HI!" it said in a shrill, inhuman screech.

"AHHHHHH!"

Trixie pounced back on her hooves, stumbling against the bookcase. It rocked from side to side. Trixie cringed, sure it was about to fall on her. Instead, it suddenly glowed white and righted itself. Trixie's vision cleared as she saw who saved her from further head trauma. It was a purple unicorn with pink streaks through her violet mane.

Trixie couldn't believe it. _It was her!_ The pony who had upstaged her! What was her name? Twilight ... Spackle? Spittle? Whatever.

Trixie looked around the room. All the other "blobs" were the ponies who had heckled her at the show. She was back in Ponyville? She didn't remember being anywhere near here before, so how was that possible?

"Are you alright, Trixie?"

"I-" Trixie realized every pony was watching her. She had an audience. She cleared her throat and said, "Why, _of course_ Trixie is alright."

"Are you sure? You had a nasty fall.

"Sounds like someone forgot they're talking to the Great and Powerful Trixie." She raised her head high. "A few thousand feet is a morning stroll for me. Hardly felt it at all." Trixie smirked in spite of her enormous headache.

The white unicorn stepped forward. Trixie recalled she was called Rarity. Her memory was beginning to get clearer.

"Well, if she has enough energy to boast, she must be fine," Rarity said.

Trixie glared.

"Well, well," she said. "Looks like Trixie forgot about the famous Ponyville hospitality. Nice to see you're still as conceited, stuck-up, and unkempt as ever."

Rarity bared her teeth.

"Oh, you did _not_ just call me _unkempt_-"

Twilight stepped between them before Rarity could pounce on Trixie.

"Alright, that's enough," said Twilight. "Arguing won't get us anywhere." She faced Trixie. "I'm glad you're okay Trixie. You gave us quite a scare. And I'm also sorry about Pinkie Pie." She whipped over to the pink pony with big poofy hair. "I told you to give her some room."

Pinkie Pie giggled. "I'm sorry, I just wanted to see if she was awake." Pinkie Pie paused, then added, "Hey look, she's awake!"

Twilight sighed. "Yes. I noticed. Thank you Pinkie Pie."

"You're welcome!" said Pinkie Pie, as immune to sarcasm as ever.

Twilight turned back to Trixie. "What happened anyway?"

Fluttershy timidly crept closer from the back. "Were you running from something?" she whispered.

Trixie scoffed. "Running away?" She shut her eyes. "Of course not! The Great and Powerful Trixie doesn't run from anything."

Rainbow Dash leaned over to Applejack's ear and whispered, "Yeah, anything but an Ursa Minor apparently ..."

"Trixie was not running away!" she shouted. "She was simply coming back from Can-" Trixie's eyes widened. Everything came flooding back. Going to Canterlot, breaking in the library, the Necronomicon, the vision, everything.

"From where?" asked Twilight.

Trixie thought fast. She couldn't tell them what had happened. If they didn't think she was crazy, they would probably sell her out to Celestia. Twilight might be acting nice, but Trixie was sure they all secretly resented her.

"From cannnnn- er - _canvasing_ a new venue for my show. Anddd then I fell. Accidentally. And that's all that happened." Trixie gave a sweet smile to punctuate her story.

All the ponies looked at each other, confused. Rainbow Dash zipped over to her, hovering a foot above Trixie as she glared down at her.

"Is there a problem?" said Trixie.

"So you were just looking around outside?" said Rainbow Dash.

"Yes. Did Trixie stutter?"

"And you didn't see anything to run away from?"

"Certainly not!"

"You didn't notice the zombies?"

"Of course Trixie- wait, what?"

Rainbow Dash eyed her suspiciously. "The zombies! The ones popping up all over Equestria?"

"Zombies?"

"You been living under a rock or something?"

"Now Rainbow Dash," said Twilight. "We haven't known about it for that long either. Lots of ponies don't know. After all, they just appeared this morning."

Trixie felt a pit form in her stomach. "T-this morning?"

Spike hopped up on Twilight's back, waving his soup ladle around. "Yeah! The Princess sent Twilight a note and everything."

"The Princess?"

"That's right," Spike said, crossing his arms. Twilight's her star pupil. Celestia told her they were popping up everywhere under these weird black lighting clouds?"

"B-_black lightening_?" She thought back to the book in the library, the strange spark that struck her. No, it was impossible. The stupid book couldn't have done all that. There had to be another explanation.

"Oh, I get it now," Trixie said bitterly as the wheels turned in her head. "The Great and Powerful Trixie understands. There's no such thing as zombies. You're just pulling my hoof!" She stomped her hoof. "Just trying to get back at me for last time, I bet. Well, you can't pull one over on Trixie!"

"Trixie," Twilight said, "we're not-"

"And _you_!" Trixie said with a mean look. "Miss Best-Friends-With-The-Princess, I bet this was your idea! I don't buy your little miss nicey-nice act for one minute! Just trying to butter Trixie up so she swallows whatever horseapples you shove down her throat, huh? That how you get your kicks, mocking ponies with a concussion? _How dare you_?"

Twilight was taken aback. She looked away, her eyes becoming watery. Trixie shut her mouth, instantly regretting what she had said. Not that she _cared_ or anything, it's just ... well, Twilight appeared genuinely hurt.

Applejack galloped forward furiously, stopping just inches away from Trixie's face.

"Now hold on there, ya highfalutin mule!" she yelled. "Twilight was the one most worried when ya'll crashed through here like a crazy pony! If anypony is full of horseapples, it's you, so ya'll best show some respect!"

Trixie cringed and, for once, she was speechless.

The tenseness in the air was cut by Pinkie Pie's overly perky voice.

"Besides," she said over by the window Trixie crashed through, "if it is a prank, then it sure is convincing! Just look at all those things out there!"

Fluttershy floated next to Pinkie Pie and looked outside. "Oh my ..." she said.

"What? What are you looking at?" Trixie ran over, avoiding eye contact with Twilight as she passed by. Perhaps Trixie had gone a _tad_ far, even if it was all just a joke.

Trixie squeezed between Pinkie Pie and Fluttershy. Trixie felt her stomach knot up and her mouth gape at what she saw out the window.

Outside on Twilight's lawn were over a dozen of the pony skeletons. They stood in a line like soldiers in formation. They said or did nothing, only staring at the house with empty holes in their lifeless skulls. The dark clouds over the undead rolled with thunder as a black lightning bolt strike in the distance.

"Huh! That is pretty convincing!" said Pinkie Pie.

Trixie did not respond She only stared, her mouth agape.

"Are they going to attack us?" whispered Fluttershy.

"I don't know," said Twilight. "I've already locked all the doors. We should all the windows too."

Fluttershy and Pinkie Pie slinked away.

Trixie was frozen in place. It wasn't a joke. That weird tome had somehow done all this. Trixie couldn't believe it. It had to be a nightmare.

"Trixie?" said Twilight. "Trixie, what's wrong?"

She could only stare into the lifeless holes of the skeletons. She heard a faint whisper on the wind, saying incomprehensible words and forgotten phrases, though that may have been her imagination. It didn't matter. Her mind was occupied with only one thought.

_I did this._

* * *

><p>Celestia and Luna flew above the closed entrance of the strange tower.<p>

"You sure this'll work, Sis?" said Luna.

"I believe so," said Celestia. "If we can seal it these structures at the bottom of the sea, that may at least buy us time."

Celestia righted herself in midair. Luna however nearly lost control against the harsh winds blowing through the air. Celestia extended one of her great wings at Luna's back to support her until she was able to float in place.

"Are you ready?" said Celestia.

"Yes, big sister."

Celestia closed her eyes. She focused, drawing on the power of the sun, the dawn, the solar winds, and all the light in Equestria and concentrated it into her angelic white horn. She could sense her sister next to her, straining to draw her strength in the daylight. It would be difficult for her, but Celestia trusted Luna and knew she could do it.

Celestia felt a burst of energy and watched in pride as Luna shinned like a star, gleaming with the power of every comet, galaxy, shooting star, and planet that blanketed the beautiful night.

Together, their horns shone brighter than the most brilliant sunrise. They focused their magic on the corrupt spire, making it glow a radiant white.

Celestia strained with all her might to lower it back into the sea. There was a loud, drawn-out creak as the tower sunk slightly. The sisters glanced at one another, smiling, both proud to be at the other's side.

Their triumph was short lived. There was a slam, much louder than any thunderclap Celestia had ever heard. The stone door cracked open. Celestia tried to shut it with her magic, but there was no effect.

She felt the evil prescience inside stir. A chill ran down her spine. Luna gasped. Celestia darted over to her sister. Whatever that was, she didn't want it to endanger Luna.

"Luna!" shouted Celestia. "Get out of here before-"

The gateway burst open, sending up a giant wall of water, rushing straight for the princesses.

A massive shadow dwelled at the threshold, reeking of decaying fish and barnacles. As the tidal wave crashed into them, Celestia saw its glowing, sickening green eyes pop open.

* * *

><p>The dark sockets of the every skeleton Trixie was staring at flared with a green light. Before she could react, one of the zombies charged and smashed against the window. She tumbled backwards as it shoved its skull into the house, snapping at her with rows of rotted teeth.<p>

Fluttershy screamed when one bite came dangerously close to Trixie's hoof.

"Trixie!" said Twilight.

Trixie growled at her attacker. _No_, she thought. _I will not be a coward_!

A violent telekinetic blast knocked the head of the zombie off. It bounced against the wall and fell at Rarity's feet. Rarity jumped back with a grimace.

Rainbow Dash immediately took flight.

"Oh, that's _it_!" she shouted. Before anypony could stop her, she zipped out the window, smacking the decapitated body of the wretch away.

"Dash!" yelled Applejack as she charged after her.

Spike tried to follow, but his path was blocked by Twilight.

"No Spike!" she said. "I'll stay down here. You have to get everyone up stairs. High ground will be safer."

"But-" he started.

"Do you really want to leave Rarity's side?"

Spike paused, then nodded. He adjusted his saucepot and ran towards Rarity and the other ponies, saying they should get upstairs.

Twilight knelt down to help Trixie up, but Trixie did not move.

"Get away from me!" said Trixie harshly.

"Come on, you need to go to high ground. I'll try to help Rainbow Dash and Applejack."

"Trixie is not going anywhere. You can't tell me what to do!"

"This isn't the time to be stubborn! It's dangerous! I know you like to act tough but-"

"You don't understand! I have to do this. Trixie has to be the one to stop them."

"What are you talking about? Why?"

Trixie's face was red. She spoke before she could even stop herself.

"_Because this is all my fault_!"

* * *

><p>Celestia crashed against the sea, hit by the full force of the giant wave. She struggled to the surface, gasping for breath.<p>

"LUNA!" she shouted. Celestia looked around desperately, but could not find her.

A deafening, inhuman wine rumbled above Celestia and she saw the beast, a titan looming above her. Its face was like a gigantic squid with tentacles dangling from its maw. Its humongous body was coated with a putrid green slime. As Celestia craned her neck up, she noticed something clutched in its clawed hand.

_Luna_! thought Celestia.

The monster was holding the night princess near the feelers covering its mouth.

"Unhand my sister, you beast!" said Celestia in a booming voice. She ascended from the water, up to the demon's claw. It glared at her with its piercing, slitted eyes and let out another roar.

A bright spark emerged from Celestia's horn and coursed through her entire body. Her fur and mane lit up, flaring as bright as daylight. Her eyes became red fire pits as she charged at the creature.

"**FEEL THE MIGHT OF THE SUN**!" she shouted. She spread her wings as a brilliant, searing light radiated from her entire body. The monster screeched as its hand was struck by the blinding heat of a supernova, bubbling and blistering under the solar blaze. Luna fell from its grip.

Celestia's light extinguished as she swooped underneath Luna. She landed with a thud on Celestia's back, unconscious but still breathing.

As she attempted to regain altitude, the monster's other claw swung at her.

_Impossible_, thought Celestia. It shouldn't have been standing after that assault. She tried to evade, but was too late. She collided against its grime coated palm.

It let out a thunderous roar of pain as it closed its grip on her and Luna. Celestia could see its wounded hand, oozing black ichor from pus-filled blisters.

The squid-faced colossus turned back towards the tower, the open entrance still showing the dark abyss within. It wound its arm back and savagely flung the princesses straight for the shadowed gates.

Celestia barely had enough time to guide herself towards Luna as they hurtled against the wind. She clutched her sister in her hooves, trying to cushion the fall for her.

There was a violent jolt as Celestia smashed into the ancient stone floor. Her ears rang and her sight dimmed. She laid Luna at her side, comforted to see she was safe.

Outside, she saw the demon raise its palm up. As if on command, the entrance began to creek shut.

Celestia, barely conscious, lowered her head in defeat.

_Twilight_, she thought. _Everyone_ ... _I'm sorry ..._

The gate sealed shut, leaving the princesses in darkness.


End file.
